Leidos (LDOS) Sector President exercises options; shares withheld for taxes

Rhea-AI Filing Summary

Leidos Holdings, Inc. Sector President Jason M. O'Connor reported equity compensation transactions involving stock options and common shares. He exercised a stock option for 1,252 shares of common stock at a price of $62.43 per share, converting a derivative award into common stock.

In connection with the same option exercise, 692 shares of common stock were withheld by the company at $173.50 per share to cover the exercise price and associated fees, as described in the footnote. After these transactions, O'Connor directly owned 11,244 shares of Leidos common stock.

Insider Trade Summary

1,252 shares exercised/converted

Mixed 3 txns

Insider O'Connor Jason M.

Role Sector President

Type	Security	Shares	Price	Value
Exercise	Stock Option (Right to Buy)	1,252	$0.00	--
Exercise	Common Stock	1,252	$62.43	$78K
Tax Withholding	Common Stock	692	$173.50	$120K

Holdings After Transaction: Stock Option (Right to Buy) — 0 shares (Direct); Common Stock — 11,936 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

O'Connor Jason M.

(Last) (First) (Middle)

1750 PRESIDENTS STREET

(Street)

RESTON VA 20190

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Leidos Holdings, Inc. [ LDOS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Sector President

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/23/2026		M		1,252	A	$62.43	11,936	D
Common Stock	02/23/2026		F		692(1)	D	$173.5	11,244	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$62.43	02/23/2026		M			1,252	03/08/2022	03/07/2026	Common Stock	1,252	$0	0	D

Explanation of Responses:

1. Represents shares of common stock withheld by the issuer in connection with the option exercise to cover the exercise price and associated fees.

Remarks:

	/s/ Ramune M. Kligys by PoA of Jason M. O'Connor	02/25/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Leidos (LDOS) executive Jason M. O'Connor report on this Form 4?

Jason M. O'Connor reported exercising a stock option and receiving 1,252 shares of Leidos common stock. A portion of those shares was withheld by the company to cover the exercise price and related fees, resulting in an updated direct ownership position.

How many Leidos (LDOS) shares did Jason M. O'Connor acquire in the reported transactions?

He acquired 1,252 shares of Leidos common stock through the exercise of a stock option. These shares came from converting a derivative security, reflecting an equity compensation event rather than an open-market stock purchase.

Why were 692 Leidos (LDOS) shares withheld in Jason M. O'Connor's Form 4 filing?

The Form 4 footnote states 692 shares of Leidos common stock were withheld by the issuer. These shares covered the option exercise price and associated fees, consistent with a tax-withholding or exercise-cost transaction rather than a traditional open-market sale.

What prices were involved in Jason M. O'Connor's Leidos (LDOS) Form 4 transactions?

The option exercise converted 1,252 shares at $62.43 per share into common stock. Separately, 692 shares were withheld by the company at $173.50 per share, according to the reported tax-withholding disposition transaction.

What is Jason M. O'Connor's Leidos (LDOS) share ownership after these Form 4 transactions?

After the reported transactions, Jason M. O'Connor directly owned 11,244 shares of Leidos common stock. This figure reflects the exercised option shares and the shares withheld to cover the option exercise price and related fees.

Do the Leidos (LDOS) Form 4 transactions indicate an open-market sale by Jason M. O'Connor?

The filing describes a stock option exercise and a tax-withholding disposition, not an open-market sale. Shares were withheld by Leidos to cover the exercise price and associated fees, as indicated by transaction code F and the accompanying footnote.